Painted Faces
by tinybee
Summary: Something completely scares Xander out. Knocking Spike over, sending Giles fying, stopping Buffy from going after them, and only with Willow do they find out what is causing Xander to act like this.


**I do not own BTVS or any of the characters. **

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Xander practically flew down the sidewalk. Looking over his shoulder, eyes scanning the road behind him, he nearly stumbled over his own feet. The hairs on the back of his neck prickled, fueling him to run even faster. He caught himself from crashing into a parked car as he ran round a corner. Spotting his friend's house, he made a mad dash up the drive-way. Thanking his lucky stars that Spike had just entered, rendering the door open. Pushing his legs to go faster, he lept up the steps to the house.

Spike didn't know what hit him as the brunette dived in through the open doorway, knocking the bleached vampire over and sending him crashing to the floor. Xander lept back onto his feet and was quick to slam the door shut before locking it up.

Sighing in relief, he dusted himself off before he turned to face the rest of the Scoobies. He instantly spotted Buffy, her mouth open and eyes wide; an image of a goldfish looking out of it's tank flitted through his mind briefly. His eyes then fell onto Willow and Tara as just sat on couch, staring at him in shock. A glass of orange juice spilling over onto the carpet, Willow's hand still out-stretched. Giles didn't fare much better. He blinked several times before he took off his glasses and polished them quite thoroughly.

Spike, on the other hand, just stared up at Xander from his position on the floor, his blue eyes showing his surprise. The brown haired man thought he looked like a little boy who was told that Santa wasn't real. Spike blinked once, twice. Then shaking his head, he glared up at Xander.

"What the bleeding hell do you think your playing at?!" He shouted, picking himself up from the hard carpet. Xander didn't answer, instead he headed over to Giles and shifted himself so that he was wedged behind the older man's chair, his back against the wall.

"Xander, are you alright?" Buffy asked, ignoring the indignant look that Spike shot her way. Giles moved forward in his chair so that he could turn round to face the youth. Xander just nodded his head, shaking slightly.

"Was it a demon?" Willow asked, shifted herself so that Tara could go into the kitchen and get something to wipe up the spilt drink. Spike fished out his pack of cigarettes, grumbling about how it should be made illegal to abuse defenceless vampires. Everyone ignored him. Xander shook his head. "No, Wills. This is worse than any demon. Possibly the most evil thing that has ever existed on earth!" Giles straightened up, already reaching over to pick up a book from the coffee table. Willow swallowed hard, mumbling a thanks to Tara as the girl passed her a towel. Spike had frozen, a cigarette dangling from his fingers, mere centimetres from his lips. Buffy herself stood up, stake in hand. "Where did you see it, Xander?" She asked, already turning to the door. She didn't get very far.

With a yell, Xander had lunged for the blonde slayer, reaching out and grabbing her arm and effectively stopping her. Giles, being the poor soul that he is, was sent flying as the force of Xander charging out from behind the chair, causing it to tip forward. Giles barely had time to cry out in surprise before he became acquainted with the coffee table, and in essence, his precious books.

"No! Buffy, don't go out there! They'll get you!" Xander told the slayer. He moved infront of her, blocking her way to the door. Spike grabbed the brunette by the shoulders and spun him round. "What do you mean 'them', Whelp?" Xander tried to shrug off the offending apendegis but to no avail. Willow, after picking Giles up off the floor, picked up some books that were scattered about the carpet.

"Why not look up these creatures and see what we're dealing with?" She asked. Buffy reluctantly nodded her head, sitting back down in her chair. Spike snorted at the witch but he too picked up a book. Xander turned to retort but caught Giles glowering at him and thought better of it.

"Right, Xander, now where did you actually see these creatures?"Giles asked, rubbing his leg. There'll be a bruise there in the morning, no doubt. "As I was coming over here. There was a van and they were all pouring out of it. Like...like...like they were stepping out of the mouth of hell itself." Everyone shared a look. Spike just raised an eyebrow. Maybe not the right choice of words, but it got the point across.

"There were so many! I didn't know you could fit that many in those things! It's like they were duplicating themselves. Only, they get even more creepy looking as they stepped out. Their faces were white, big mouths and funky hair that could give you nightmares," Shuddering at the memory, Xander moved back to his spot behind Giles. Giles himself braced against the coffee table and chair lest he was sent tumbling back onto the floor again.

"I don't like the sound of that, guys," Buffy told them, worried. Willow, on the other hand, had a look of dawning realisation on her face. "Xander, these...creatures as you put it, they wouldn't by any chance be something that you would find at carnavals, would they?" Everyone paused and looked from Willow to Xander and back again.

"Huh?" Buffy managed to get out. Giles looked over to Willow. "Do you know what these things are?" Willow ignored both speakers and continued to stare at Xander. The man himself had his eyes wide, nodding to what she said. "It was like we were nine all over again," he whispered. Willow tried, she really did, but she couldn't help it. She burst out laughing. Clutching her side, she gasped, trying to calm herself down. But it was just hilarious.

"I think Red's finally lost it," Spike muttered, staring at Willow, his scarred eyebrow raised. Buffy just nodded her head in agreement, lost for words, watching as Willow's girlfriend tried to calm her down. Giles just sat stock still, wondering when creatures from Hell were so funny. Xander's face face flushed slightly in embarrassment. "No...no," Willow gasped out, gulping down great breaths. Buffy moved over to her friend and placed a hand on her shoulder.

Spike watched the three women with annoyance and no little bit of amusement. "Well, I never knew that demons that are quite possibly the most evil things on earth are laughable," Spike said, looking back over to the now red-faced man. "Why _is _she laughing, anyway?" Spike narrowed his eyes as Xander looked at his hands. As if he could find the answer in his palms.

"I'm sorry," Willow managed to get out, finally getting herself under control. "I'm sorry, it's just..." giggling again, Willow took a deep breath and let it out. "Alright, I'm calm, I'm calm." Willow glanced at Xander and had to bite her lip to stop herself from laughing again. "I think I know what 'creature', we're dealing with here," Willow explained. Everyone moved closer, Giles' hand was hovering over some books, ready to grab one when she finished speaking.

"The demons that Xander ran away from..." Willow chuckled again. Clearing her throat and ignoring the impatient looks that were thrown her way. "The 'most evil thing that has ever existed on earth', are actually...clowns."

No-one moved. They all stared at Willow. As if waiting for her to shout 'Joke!'. Spike finally found his voice, "Clowns? The things that the Whelp was running away from...they were clowns?" Xander scowled at the Vampire, catching the tugging at the corner of his lips. "Yes, Clowns! Don't you understand? These...things are evil! From hell itself!" That was all it took before Spike and Willow burst into laughter again.

"Clowns..." Buffy whispered, sagging against her chair. She absently gazed out of the window, spinning the stake in her hand. Tara giggled, smiling at her girlfriend as she tried to stop her bout of hysterics. Giles just closed his eyes and counted backwards from ten. It wasn't good to have Ripper so close to the surface.

"So...Xander, you charge through the door, knocking Spike over in the process, then lock us in, cause panic and making us think that we could be facing another Apocalypse, make me fall off my chair, nearly damaging my books, and all because you saw clowns!" Giles cried, his voice became louder as he continued, almost shouting by the time he finished.

"But, Giles! They're clowns! .Evil!" Xander told him, restraining himself from staking Spike who was still laughing. The vampire himself pulled himself together enough so that he could stand upright. "The Whelps right, Watcher," Spike said. Now it was his turn to be stared at by everyone in the room. "The Clowns from hell have been sent here to terrorize the streets. No-one is safe from their most deadliest weapon," Spike grinned as he he saw most occupants in the room look at him as if he were crazy. Xander, however, Lent forward, motioning for Spike to continue.

"Their most deadliest weapon they possess are the..." Spike trailed off, smirking as Xander pressed himself against the wall. "...balloon animals..." Xander froze before it dawned on him that Spike was messing with him. Buffy was the first to react. She started snickering, soon followed by Willow and Tara. Giles sighed and took off his glasses. What he didn't see was Xander tensing behind his seat. Before he knew what was happening, Giles was sent headfirst back into the coffee table, his glasses flying out of his hand.

Xander stood in front of the Bleached Vampire and glared at the slightly shorter man. "It's not funny! They're creepy!" Xander spat out angrily. Giles picked himself up wearily and started to hunt for his glasses. "You two stop being so childish. Spike, stop picking on Xander," the paradox-ed man just snorted but stepped back slightly. "And you," Giles started, his glare holding the irritating brown-eyed man in place, "are to help me find my glasses and stop with all this nonsense of clowns right now!"

Xander stared at the watcher for a few moments, blinking twice in succession before nodding quickly and scanned around for the elusive spectacles. Smirking, Spike leaned against the wall once again and watched the Scoobies with amusement. It was times like this that he was thankful for sticking around, even if it was just to rile Xander up.

Grabbing another cigarette, he couldn't help but grin as Xander jumped up suddenly from where he was crawling around on the floor. The watcher's glasses in his hand. Chuckling when Giles stumbled back in shock from Xander's sudden movement, causing himself to trip over a laughing Buffy's foot and landing on his back on the floor. Yes, it _was _times like this that he chose to stay around.

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Changes slightly to Spike's POV at the end. Please Review.


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